Statement of Corporate Governance Practices

We have a strong, independent Chairman with a clear leadership mandate in corporate governance.

The Board oversees management, considers and approves on a continuous basis strategic alternatives and plans, and approves all major strategy and policy recommendations for TD Bank Financial Group.

The Board is responsible for setting the tone for a culture of integrity and compliance throughout TD.

The Board, its committees, the committee Chairs and the Chairman of the Board operate under written charters setting out their responsibilities.

The Board renews itself with high-calibre candidates with diverse skills and experience.

The Audit Committee of the Board, not management, is responsible for the relationship with the shareholders’ auditor.

The Board of Directors and the management of TD are committed to leadership in corporate governance. We have designed our corporate governance policies and practices to be sure we are focused on our responsibilities to our shareholders and on creating long-term shareholder value. We can assure you that TD’s policies and practices meet or exceed applicable legal requirements. We continuously monitor all proposed new rules and modify our policies and practices to meet any additional requirements. An overview of our corporate governance structure is set out below.

ROLE OF THE CHAIRMAN OF THE BOARD

John Thompson is the Chairman of the Board at TD. The Chairman of the Board is appointed annually by the non-management directors of the Board. He is independent, and his role as Chairman of the Board is to facilitate the functioning of the Board independently of management and to maintain and enhance the quality of our corporate governance at TD. His key responsibilities are set out in the Charter of the Chairman of the Board, which is available on our website. He also serves as Chair of the Corporate Governance Committee and is a member of the Management Resources Committee.

Mr. Thompson served as vice chairman of IBM Corporation until 2002, having previously been the chairman and chief executive officer of IBM Canada Ltd. In addition to being vice chairman of Royal Philips Electronics N.V. and a director of Thomson Reuters Corporation, Mr. Thompson is the vice chair of the board of trustees of the Hospital for Sick Children in Toronto and chancellor of the University of Western Ontario. Mr. Thompson has been a member of the Board of TD since 1988.

DIRECTORS’ KEY RESPONSIBILITIES

In addition to having the requisite skills and experience, all directors must meet the qualifications for directors set out in the Position Description for Directors of TD. Under the Position Description, directors are expected to serve TD and the long-term interests of its shareholders by supervising the management of the business and affairs of TD. In doing so, the directors are expected to:

meet the highest ethical and fiduciary standards;

demonstrate independence from management;

be knowledgeable and inquisitive about the issues facing TD;

apply good sense and sound judgment to help make wise decisions; and

display commitment through attendance at, preparation for and participation in meetings.

Directors are expected to fulfill these objectives through accountability, integrity, independence, involvement, contribution and commitment to the bank and its shareholders. Directors are also subject to the bank’s Code of Conduct and Ethics.